Exhibit
      10.2

     

    Warrant
      Number: __

     

    NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
      SECURITIES LAWS, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD,
      ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
      FROM SUCH REGISTRATION REQUIREMENTS.

     

    Void
      after 5:00 p.m. Central Standard Time on __________.

     

     

    WARRANT
      TO PURCHASE COMMON STOCK OF 

     

    BOO
      KOO HOLDINGS, INC.

     

    FOR
      VALUE
      RECEIVED, Boo Koo Holdings, Inc., a Delaware corporation (the "Company"), hereby
      certifies that ___________,
      or his
      permitted assignees, is entitled to purchase from the Company the number of
      fully paid and non-assessable shares of the Common Stock, $0.01 par value,
      of
      the Company as determined in the next paragraph at the Per Share Warrant Price
      of $0.01 per share prior to 5:00 p.m. Central Standard Time on _________, as
      adjusted herein pursuant to Section 3. (Hereinafter, (i) said Common stock,
      together with any other equity securities which may be issued by the Company
      with respect thereto or in substitution therefor, is referred to as the "Common
      Stock," (ii) the shares of Common Stock purchasable hereunder are referred
      to as
      the "Warrant Shares," (iii) the aggregate purchase price payable hereunder
      for
      the Warrant shares is referred to as the "Aggregate Warrant Price," (iv) the
      price payable hereunder for each of the Warrant Shares is referred to as the
      "Per Share Warrant Price," (v) this Warrant, and all warrants hereafter issued
      in exchange or substitution for this Warrant for this Warrant are referred
      to as
      the "Warrant" and (vi) the holder of this Warrant is referred to as the
      "Holder." The Per Share Warrant Price is subject to adjustment as hereinafter
      provided, and in the event of any such adjustment, the number of Warrant Shares
      shall be adjusted by dividing the Aggregate Warrant Price by the Per Share
      Price
      in effect immediately after such adjustment.

     

    The
      number of Warrant Shares purchasable hereunder (subject to adjustment as set
      forth herein) shall equal ________ shares of Common Stock, adjusted as of the
      date of such purchase, as provided for in numbered paragraph 3
      below.

     

    1.  Exercise
      of Warrant.
      

     

    (a)     
      This
      Warrant may be exercised by the Holder by the surrender of this Warrant (with
      the subscription form at the end hereof duly executed) at the address set forth
      in Subsection 9(a) hereof, together with proper payment of the Aggregate Warrant
      Price. Payment for Warrant Shares shall be made by certified or official bank
      check payable to the order of the Company. Upon such surrender of this Warrant,
      the Company will issue a certificate or certificates in the name of the Holder
      for the largest number of whole shares of the Common Stock to which the Holder
      shall be entitled and in lieu of any fractional share of the Common Stock to
      which the Holder shall be entitled, cash equal to the fair value of such
      fractional share (determined in such reasonable manner as the Board of Directors
      of the Company shall determine).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    (b) No
      Warrant granted herein shall be exercisable after _________

     

    2.  Reservation
      of Warrant Shares.
      The
      Company agrees that, prior to the expiration of this Warrant, it will at all
      times have authorized and in reserve, and will keep available, solely for
      issuance or delivery upon the exercise of this Warrant, the shares of Common
      Stock as from time to time shall be receivable upon the exercise of this
      Warrant.

     

    3.  Anti-Dilution
      Provisions.
      

     

    (a)  If,
      at
      any time or from time to time after the date of this Warrant, the Company shall
      distribute to the holders of the Common Stock (i) securities, other than shares
      of the Common Stock, or (ii) property, other than cash, without payment
      therefor, with respect to the Common Stock, then, and in such case, the Holder,
      upon the exercise of this Warrant, shall be entitled to receive the securities
      and properties which the Holder would hold on the date of such exercise if,
      on
      the date of this Warrant, the Holder had been the holder of record of the number
      of shares of the Common Stock subscribed for upon such exercise and, during
      the
      period from the date of this Warrant to and including the date of such exercise,
      had retained such shares and the securities and properties (as described in
      (i)
      and (ii) above) receivable by the Holder during such period. Notice of each
      such
      distribution shall be mailed to the Holder within 30 days after the date of
      any
      such distribution.

     

    (b)  In
      case
      the Company shall hereafter (i) pay a dividend or make a distribution on its
      capital stock in shares of Common Stock, (ii) subdivide its outstanding shares
      of Common Stock into a greater number of shares, (iii) combine its outstanding
      shares of Common Stock into a smaller number of shares, or (iv) issue by
      reclassification of its Common Stock any shares of capital stock of the Company,
      the Per Share Warrant Price in effect immediately prior to such action shall
      be
      adjusted so that if the Holder surrendered this Warrant for exercise immediately
      thereafter the Holder would be entitled to receive the number of shares of
      Common Stock or other capital stock of the Company which he would have owned
      immediately following such action had such Warrant been exercised at that time.
      An adjustment made pursuant to this subsection (b) shall become effective
      immediately after the record date in the case of a dividend or distribution
      and
      shall become effective immediately after the effective date in the case of
      a
      subdivision, combination or reclassification.

     

    (c)  Whenever
      the Per Share Warrant Price is adjusted as provided in this Section 3 and upon
      modification of the rights of the Holder of this Warrant in accordance with
      this
      Section 3, the Company shall promptly prepare a certificate of an officer of
      the
      Company, setting forth the Per Share Warrant Price and the number of Warrant
      Shares after such adjustment or modification, a brief statement of the facts
      requiring such adjustment or modification, and the manner of computing the
      same
      and cause a copy of such certificate to be mailed to the Holder within 30 days
      after the date of such adjustment.

     

    (d)  If
      the
      Board of Directors of the Company shall declare any dividend or other
      distribution in cash with respect to the Common Stock, the Company shall mail
      notice thereof to the Holder not less than 15 days prior to the record date
      fixed for determining shareholder entitled to participate in such dividend
      or
      other distribution.

     

    
      
         

      

      
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    4.  Fully
      Paid Stock; Taxes.
      The
      Company agrees that the shares of the Common Stock represented by each and
      every
      certificate for Warrant Shares delivered on the exercise of this Warrant shall,
      at the time of such delivery, be validly issued and outstanding, fully paid
      and
      non-assessable, and not subject to preemptive rights and the Company will take
      all such actions as may be necessary to assure that the par value or stated
      value, if any, per share of the Common Stock is at all times equal to or less
      than the then Per Share Warrant Price. The Company further covenants and agrees
      that it will pay, when due and payable, all Federal and state stamp or similar
      taxes that may be payable in respect to the issue of any Warrant Share of
      certificate therefor. 

     

    5.  Transfer.

     

    (a)  Securities
      Laws.
      This
      Warrant has not been registered under the Securities Act of 1933, as amended
      (the "Securities Act") or under any state securities laws and unless so
      registered may not be transferred, sold, pledged, hypothecated or otherwise
      deposed of unless an exemption from such registration is available. In the
      event
      the Holder desires to transfer this Warrant, the Holder must give the Company
      prior written notice of such proposed transfer including the name and address
      of
      the proposed transferee. Such transfer may be made only upon receipt of the
      Company of an opinion of counsel to the Holder, or other evidence, if reasonably
      requested by the Company, to the effect that the proposed transfer will not
      violate the provisions of the Securities Act, the Securities Exchange Act of
      1934, as amended, or the rules and regulations promulgated under either such
      act.

     

    (b)  Conditions
      to Transfer.
      Prior
      to any proposed transfer referred to in subparagraph (a) above, and as a
      condition thereto, if such transfer is not made pursuant to an effective
      registration statement under the Securities Act, the Holder will, if requested
      by the Company, deliver to the Company (i) an investment covenant signed by
      the
      proposed transferee, (ii) an agreement by such transferee to the impression
      of
      the restrictive investment legend set forth herein on the certificate or
      certificates representing the securities acquired by such transferee, (iii)
      an
      agreement by such transferee that the Company may place a "stop transfer order"
      with its transfer agent or registrar, and (iv) an agreement by the transferee
      to
      indemnify the Company to the same extent as set forth in the next succeeding
      paragraph.

     

    (c)  Indemnity.
      The
      Holder acknowledges that the Holder understands the meaning and legal
      consequences of this Section 5, and the Holder hereby agrees to indemnify and
      hold harmless the Company, its representative and each officer and director
      thereof from and against any and all loss, damage or liability (including all
      attorney's fees and costs incurred in enforcing this indemnity provision) due
      to
      or arising out of (a) the inaccuracy of any representation or the breach of
      any
      warranty of the Holder contained in, or any other breach of this Warrant, (b)
      any transfer of any of the Warrant or the Warrant Shares in violation of the
      Securities Act, the Securities Exchange Act of 1934, as amended, or the rules
      and regulations promulgated under either of such acts, (c) any transfer of
      the
      Warrant or any of the Warrant Shares not in accordance with this Warrant or
      (d)
      any untrue statement or omission to state any material fact in connection with
      the investment representations or with respect to the facts and representations
      supplied by the Holder to counsel to the Company upon which its opinion as
      to a
      proposed transfer shall have been based.

     

    (d)  Transfer.
      Subject
      to the restrictions contained herein, this Warrant and the Warrant Shares issued
      may be transferred by the Holder in whole or in part at any time or from time
      to
      time upon surrender of this Warrant properly endorsed. Upon surrender of this
      Warrant to the Company or at the office of its stock transfer agent, if any,
      with assignment documentation duly executed and funds sufficient to pay any
      transfer tax, and upon compliance with the foregoing provisions, the Company
      shall, without charge, execute and deliver a new Warrant in the name of the
      assignee named in such instrument of assignment, and this Warrant shall promptly
      be canceled. Any assignment, transfer, pledge, hypothecation or other
      disposition of this Warrant attempted contrary to the provisions of this
      Warrant, or any levy of execution, attachment or other process attempted upon
      the Warrant shall be null and void and without effect.

     

    
      
         

      

      
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    (e)  Legend
      and Stop Transfer Order.
      The
      Company shall instruct its transfer agent to enter stop transfer orders with
      respect to the shares of Common Stock issuable upon exercise of the Warrants,
      and all certificates representing Warrant Shares shall bear on the face thereof
      substantially the following legend:

     

    "The
      shares of common stock represented by this certificate have not been registered
      under the Securities Act of 1933, as amended, and may not be sold, offered
      for
      sale, assigned, transferred or otherwise disposed of unless registered pursuant
      to the provisions of that Act or an opinion of counsel to the Company is
      obtained stating that such disposition is in compliance with an available
      exemption from such registration."

     

    6.  Registration
      Rights.
      The
      Company hereby agrees to use commercially reasonable efforts to provide
      registration rights with regard to the Warrant Shares issuable to Holder and
      its
      affiliates upon exercise of this Warrant that are the same as the registration
      rights provided to investors in the next round of equity financing.


     

    7.  Loss,
      etc. of Warrant.
      Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of this Warrant, and of indemnity reasonably satisfactory to
      the
      Company, if lost, stolen or destroyed, and upon surrender and cancellation
      of
      this Warrant, if mutilated, the Company shall execute and deliver to the Holder
      a new Warrant of like date, tenor and denomination.

     

    8.  Warrant
      Holder Not Shareholder.
      No
      holder
      of this Warrant shall be entitled, as a Warrant holder, to vote or receive
      dividends or be deemed the holder of the Warrant Shares or any other securities
      of the Company which may at any time be issuable on the exercise hereof for
      any
      purpose, nor shall anything contained herein be construed to confer upon the
      holder of this Warrant, as such, any of the rights of a stockholder of the
      Company or any right to vote for the election of directors or upon any matter
      submitted to stockholders at any meeting thereof, or to give or withhold consent
      to any corporate action (whether upon any recapitalization, issuance of stock,
      reclassification of stock, change of par value, consolidation, merger,
      conveyance, or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise until the Warrant shall have
      been
      exercised and the Warrant Shares purchasable upon the exercise hereof shall
      have
      become deliverable, as provided herein.

     

    9.  Communication.
      All
      notices and other communications required or permitted hereunder shall be in
      writing, shall be effective when given, and shall in any event be deemed to
      be
      given upon receipt or, if earlier, (a) five (5) days after deposit with the
      U.S.
      Postal Service or other applicable postal service, if delivered by first
class
      mail, postage prepaid,
      (b) upon
      delivery, if delivered by hand, (c) one business day after the business day
      of
      deposit with Federal Express or similar overnight courier, freight prepaid
      or
      (d) one business day after the business day of facsimile transmission, if
      delivered by facsimile transmission with copy by first class mail, postage
      prepaid, and shall be
      addressed:

     

    
      
         

      

      
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    (a)  the
      Company at 4951 Airport Parkway, Suite 660, Addison, Texas 75001,
      Attention: President; and

     

    (b)  the
      Holder at _____________________; or such other address as the Holder has
      designated in writing to the Company.

     

    10.  Representations
      and Warranties by the Holder.
      The
      Holder represents and warrants to the Company as follows:

     

    (a) This
      Warrant and the Warrant Shares issuable upon exercise thereof are being acquired
      for his own account, for investment and not with a view to, or for resale in
      connection with, any distribution or public offering thereof within the meaning
      of the Act, other than to his affiliates or investors in a private transaction
      in compliance with applicable securities laws. Upon exercise of this Warrant,
      the Holder shall, if so requested by the Company, confirm in writing, in a
      form
      satisfactory to the Company, that the securities issuable upon exercise of
      this
      Warrant are being acquired for investment and not with a view toward
      distribution or resale as set forth herein.

     

    (b) The
      Holder understands that the Warrant and the Warrant Shares have not been
      registered under the Securities Act by reason of their issuance in a transaction
      exempt from the registration and prospectus delivery requirements of the
      Securities Act pursuant to Section 4(2) thereof, and that they must be held
      by
      the Holder indefinitely, and that the Holder must therefore bear the economic
      risk of such investment indefinitely, unless a subsequent disposition thereof
      is
      registered under the Securities Act or is exempted from such registration.
      

     

    (c) The
      Holder has such knowledge and experience in financial and business matters
      that
      it is capable of evaluating the merits and risks of the purchase of this Warrant
      and the Warrant Shares purchasable pursuant to the terms of this Warrant and
      of
      protecting his interests in connection therewith.

     

    (d) The
      Holder is able to bear the economic risk of the purchase of the Warrant Shares
      pursuant to the terms of this Warrant.

     

    (e) The
      Holder is an “accredited investor” as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act.

     

    11.  Headings.
      The
      headings of this Warrant have been inserted as a matter of convenience and
      shall
      not affect the construction hereof.

     

    12.  Applicable
      Law.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Texas without regard to the conflict of laws principles
      thereof.

     

    13.  Certification.
      Each of
      Company and Holder (by acceptance of this Warrant) hereby certifies to the
      other
      that (i) the Company or Holder as applicable, has been advised to seek the
      advice of an attorney and an accountant in connection with this Warrant; and
      (2)
      the Company and Holder have had the opportunity to seek the advice of an
      attorney and accountant of the Company’s or Holder’s, as applicable, choice in
      connection with this Warrant.

     

    
      
         

      

      
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    [Remainder
      of Page Left Intentionally Blank]

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, Boo Koo Holdings, Inc. has caused this Warrant to be signed
      by
      its duly authorized officer as of this _____ day of ________, 2008.

     

     

    BOO
      KOO
      HOLDINGS, INC.

    
 

    By:
      ___________________    

    Name:
      Stephen C. Ruffini

    Title:
      COO/CFO

    
      
         

      

      
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    SUBSCRIPTION


     

     

    The
      undersigned, ________________________________ pursuant to the provisions of
      the
      foregoing Warrant agrees to subscribe for the purchase of ______________ shares
      of the Common Stock of Boo Koo Holdings, Inc., a Delaware corporation, covered
      by said Warrant, and makes payment therefor in full at the price per share
      provided by said Warrant.

     

     

    

      
        	
                Dated:
                  _____________________________ 

              	
                Signature:________________

              
	 	
                Address:

              


      

    

    


    
      
         

      

      
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    ASSIGNMENT

     

     

    


     

     

    FOR
      VALUE
      RECEIVED, ________________________________ hereby sells, assigns and transfers
      unto _________________ the foregoing Warrant and all rights evidenced thereby,
      and does irrevocably constitute and appoint __________________ an attorney,
      to
      transfer said Warrant on the books of Boo Koo Holdings, Inc., a Delaware
      corporation.

     

     

    

      
        	
                Dated:
                  _____________________________ 

              	
                Signature:________________

              
	 	
                Address:

              


      

    

     

    
      
         

      

      
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    PARTIAL
      ASSIGNMENT

     

     

    


     

     

    FOR
      VALUE
      RECEIVED, ___________________________ hereby sells, assigns and transfer unto
      ________________________ the right to purchase _____________ shares of the
      Common Stock of Boo Koo Holdings, Inc., a Delaware corporation, by the foregoing
      Warrant, and a proportionate part of said Warrant and the rights evidenced
      hereby, and does irrevocably constitute and appoint
      ______________________________, an attorney, to transfer that part of said
      Warrant on the books of Boo Koo Holdings, Inc.

     

     

    

      
        	
                Dated:
                  _____________________________ 

              	
                Signature:________________

              
	 	
                Address:

              


      

    

     

    
      
         

      

      
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